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1989-0802704L NO 39 -090- AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH C H GUERNSEY & COMPANY FOR PROFESSIONAL ENGINEERING SERVICES AUTHORIZING HE EXPENDITURE OF REGARDING , AND PROVD NG AN ANALYSIS, EFFECTIVE DATE FUNDS THEREFOR THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the Mayor is authorized to execute an agreemen-etween the City of Denton and C H Guernsey for professional engineering services regarding electric rate analysis, under the terms and conditions contained in agreement, a copy of which is attached hereto and made a part hereof SECTION II hat the ht Ni Nineteen ThousandeBEigthe not totyexceed Council expen ture o Hundred Dollars ($19,800 00) SECTION III That i and approval shall become effective imme ate y upon its passage PASSED AND APPROVED this the A day of June, 1989 ~ RAY ST NS, r AY OR ATTEST ;PISsR , C E R APPROVED AS TO LEGAL FORM DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY BY 1112®~ 2704L THE STATE OF TEXAS AGREEMENT BETWEEN THE CITY OF DENTON AND C H GUERNSEY & COMPANY FOR ENGINEERING SERVICES COUNTY OF DENTON 5 THIS AGREEMENT made, entered into and executed this 12th day of June , 1989, by and between the CITY OF DENTON, TEXAS, hereina ter called the "OWNER" and C H GUERNSEY & COMPANY, Oklahoma City, Oklahoma, hereinafter called the "ENGINEER" ized asolto herein, by and through its representative, duly author act for and in behalf of said ENGINEER WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows SECTION I EMPLOYMENT OF ENGINEER The OWNER agrees to employ the agrees to perform professional connection with assignments related special studies and other requests ENGINEER to perform and, for having OWNER agrees to pay the ENGINEER comp, ENGINEER, and the ENGINEER engineering services, in to electric rate analysis, the OWNER authorizes the rendered such services, the ansation as stated herein SECTION II PERIOD OF SERVICE This AGREEMENT shall become effective upon execution by the OWNER and the ENGINEER, and shall conform to the following Project Schedule DELIVERABLES 1 fEngineer indings sandl rrecommendationsm pursuant tto rseorvices rendered as described in Scope of Work, Attachment B The report shall include o An Executive Summary of key points and recommenda- tions, and o Supporting exhibits, schedules, figures and work- papers 2 Engineer shall attend and participate in up to two the analysis the findings city councl o) the meetings Utility Board and to the t PERFORMANCE PERIOD Within 45 days from the execution of the Agreement tot Engineering Services, ENGINEER shall prepare and submi a draft report to OWNER final ENGINEER ngshall e provide the Within 15 report from ayOWNER, after written report to OWNER ENGINEER shall participate in up to two (2) meetings with the Denton Utility Board and City Council, as requested by OWNER SECTION III BASIC SERVICES The OWNER will authorize, in writing, the ENGINEER to perform according to the scope of work set forth in attachment B The ENGINEER will provide the requested services as defined in said scope of work SECTION IV RESPONSIBILITIES OF OWNER OWNER agrees to assist the ENGINEER by providing the tollowLng for each assignment A Designate in writing a person to act as OWNER's represen- tative with respect to this Agreement Such personsshallehave oontract authority transmit instructions, receive information, and in pretanddefine OWNER's policies ad decisions with respect to ENGINEER's services B Assist ENGINEER by placing at ENGINEER's disposal all available pertinent information including previous reports and any other data relative to the assignment of project C Examine all studies, reports, sketches, drawings, specifi- cations, proposals, and other documents as set torth in PAGE 2 of 8 Scope of Work (Attachment B), obtain advice of an attorney, insurance counselor and other consultants as OWNER deems appropriate for such to examination, within a nrdeasrender in onable timew so was decisions pertaining there not to delay the services of ENGINEER SECTION V COMPENSATION The OWNER agrees to pay the ENGINEER for all processional services rendered under this Agreement in accordance with the following A bThe ased NonNthe Schedule of Charges shown in Attato exceed chment A B tThe he amountR of may submit requests for payment based upon submitted more frequently than monthly Any applicable new taxes imposed upon service, expenses, and charges by any governmental body after the execution of this contract will be added to the ENGINEER's compensation If OWNER fails to make any payment due ENGINEER for services and expenses within forty-five (45) days after receipt of ENGINEER's statement therefor, the amounts due er ENGINEER wilsabe month from id increased at the nd e in of one addition, percent ENGINEER, after giving seven forty-fifth day, and, (7) days' written notice to OWNER, suspend services under this Agreement until ENGINEER has been paid in full all amounts due for services, expenses, and charges SECTION VI NOTICES All notices, communications and reports required orr permitted under this contract shall be personally delivered the respective parties by depositing same in the U S mail, certified, return receipt requested, at otthe herwise fish own below, unless and until either party is writing by the other party at the following addresses All notices shall be deemed delivered as of the date of the receipt if intended for City, to if intended for ENGINEER, to City of Denton C H Guernsey & Company Suhas P Patwardhan, Vice Pres Lloyd V Harrell, City Manager 3555 Northwest 58th Street 215 E McKinney Denton, TX 76201 Oklahoma City OK 73112 PAGE 3 of 8 SECTION VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by ENGINEER (and ENGINEER's independent associates and consultants) pursuant to ereand ENGINEER shall OWNER may e this Agreement are instruments nteresservice retain an ownership and property such and retain copies for information and reference, however, documents are not intended or represented to be suitable for rby OWNER Or oers euse to Texas ENGINEER Opn Records understands Act dsanddmustnthat OWNER is subjec lawfully provide all applicable records in its possession to the public upon proper request SECTION VIII INDEMNITY AGREEMENT ENGINEER shall indemnify and save harmless the OWNER and its officers, agents, and employees from the liability of the OWNER on account of any injuries or damages ncreceived ludi g or suscostsd and court any person or persons or property, l the OWNER, proximately reasonable attorneys fees incurred by caused by the negligent acts or omissions of the ENGINEER or its officers, agents, or employees in the execution, operati, or performance of this Agreement SECTION IX ENGINEERING STANDARDS ENGINEER shall perform the services provided for in this the hi essionhest standards and code of Agreement consistent withrof ethics of the engineering p SECTION X TERMINATION OF CONTRACT (3this U) Agreement The obligation to provide services under written be terminated by either party p the other party to notice in the event of substantial failure by perform in accordance with the terms thereof through thino Agreement the terminating party The OWNER may terminate s upon forty-five (45) days' written notice t tithe ENGINEER will f rpany reason In the event of any termination, for all services rendered and reimbursable expenses incurred to the date of termination PAGE 4 of 8 SECTION XI SUCCESSORS AND ASSIGNMENTS OWNER and ENGINEER each are hereby bound and the partners, successors, executors, administrators and legal representatives of OWNER and ENGINEER are hereby bound to the other party Agreement and to the partners, successors, executors, administrators egrepresentatives of ll covenants, agreements) such and such other r party, in respect obligations of this Agreement Neither OWNER nor ENGINEER shall assign, sublet or transfer any rights under or interest in (including, limitation, moneys that may become due or moneys that are due) any the written consent of assignment, sublettingh orottransf rceps extent that without tolsthe Agreement mandated by law or the effect of this limitation may be restricted by law Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge contained in this paragraph shall prevent ENGINEER from employing such independent associates and consultants as ENGINEER may deem appropriate to assist in the performance of services hereunder Nothing under this Agreement shall be construed to give any rights or benefits and lallh dutieseeandt responsibilities undertaken and ENGINEER, , a pursuant to this Agreement will be for the sole and exclusive benefit of OWNER and ENGINEER and not for the benefit of any other party This Agreement and amendments thereto (consisting of pages 1 to 8 inclusive) constitutes the entire Agreement between OWNER and ENGINEER andThissupersedes all may only oa oral understandings duly executed written supplemented, modified or cancelled by a instrument SECTION XII ATTACHMENTS The following Attachments are appended to and made a part of this Agreement Attachment A Schedule of Charges Attachment B Scope of Work PAGE 5 of 8 This contract is executed in two counterparts ATTEST CITY OF DENTON, TEXAS (OWNER) ATTEST b. SB~CG BY BY C H GUERNSEY & COMPANY (ENGINEER) BY ~ 9 PAGE 6 of 8 ATTACHMENT A SCHEDULE OF CHARGES For all services rendered by Engineer in connection with the Schedule of Engineering Services, compensation shall be on a the cost-lus plus applicable basis, labor cost of compensation shall plus 100% therefor, to subsistence reimbursement of actual transportation, reasonable all for paid to employees incident to the project, a telephone, supplies, computer services and postage applicable and necessarily incurred in carrying out the engineering responsibil- ities required The applicable total labor cost is defined as the cost of salaries (including leave, andchahroliday pay applicable thereto) of personnel to the project, plus employment and payroll taxes, plus contri- butions for social security, unemployment compensation insurance, time and benefits and medical insurance benetits Total labor cost is equal to 1 35 times payroll, this factor is subject to annual adjustment Any subconsultant charges shall be billed at actual cost times a multiplier of 1 10 PAGE 7 of 8 ATTACHMENT B SCOPE OF WORK ENGINEER shall develop an analysis and recommendations for presentation to OWNER'S Utilities Board and the City Council on the feasibility and appropriateness of OWNER'S electric retail rate schedules The various tasks which shall be performed include Task 1 The ENGINEER will develop a cost of service analysis for the Denton Electric System, the test year used for the cost of service analysis will be the FY 1989-1990 Task 2 Consistent the 1990ddatar, Task 1 cost of update recommendations previously made regarding o Standby and Partial Requirements Rate Schedules o Industrial/Economic Development Rate Schedules o Time-of-Use Rate Schedules o Thermal Storage Rate Schedules Task 3 ENGINEER will apply results of FY 1989-1990 cost of service along with other rate design criteria commonly used in the utility industry to analyze the existing electric rate schedules of Denton ENGINEER shall make recommendations on the appropriate changes in the existing rate tariffs and development of any new rate tariffs which would be consistent with cost of service and other ratemaking criteria o ENGINEER will develop an expanded block rate design (less than 50 KW) for small General Service class and based on this rate, redesign and Large Primaeyera Service, General Service Primary an o ENGINEER shall consider redesign of all rates based on TMPA's reduction in fixed costs and make recommendations accordingly PAGE 8 of 8